No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All Common Units issued upon the surrender for exchange of Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Units Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 4 contracts
Samples: Merger Agreement (Mirant Corp), Merger Agreement (Rri Energy Inc), Merger Agreement (Centex Corp)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Units Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article II III and any cash paid pursuant to Section 2.1(d3.1(d) or Section 2.3(c3.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 4 contracts
Samples: Merger Agreement (Fitlife Brands, Inc.), Merger Agreement (iSatori, Inc.), Merger Agreement (GenOn Energy, Inc.)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All Common Units Merger Consideration issued upon the surrender for exchange of Certificates representing Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such SharesCertificates. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 3 contracts
Samples: Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement (Sunoco Inc)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All Common Units issued upon the surrender for exchange of Shares The Merger Consideration, when paid in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c) upon the surrender of the Certificates (or, automatically, in the case of the Book-Entry Shares), shall be deemed to have been issued (or paid) paid in full satisfaction of all rights pertaining to the Shares such shares of Company Common Stock previously represented by pertaining to such SharesCertificates. After the Effective Time, the stock transfer books of the Company shall be closed, and Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Fidelity National Financial, Inc.), Agreement and Plan of Merger (O Charleys Inc)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All Common Units Merger Consideration issued upon the surrender for exchange of Certificates representing Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d2.1(e) or Section 2.3(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such SharesCertificates. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (SemGroup Corp), Agreement and Plan of Merger (Energy Transfer LP)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All Common Units The Equity Consideration issued upon the surrender for exchange conversion of Shares a share of Company Common Stock in accordance with the terms of this Article II and hereof (including any cash paid pursuant to Section 2.1(d2.4(c)) or Section 2.3(c) shall will be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Sharesshares of Company Common Stock. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Schlumberger Limited/Nv), Merger Agreement (ChampionX Corp)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All Common Series B Units issued upon the surrender for exchange of Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Southern Union Co)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Units Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closedclosed with respect to the Shares that were outstanding immediately prior to the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 2 contracts
Samples: Merger Agreement (Firstenergy Corp), Merger Agreement (Allegheny Energy, Inc)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Units Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c) 2.4 shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 1 contract
Samples: Merger Agreement (KLX Energy Services Holdings, Inc.)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Units Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d2.1(c) or Section 2.3(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation Company or the Exchange Agent Parent for any reason, they shall be cancelled and exchanged as provided in this Article II.
Appears in 1 contract
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Units Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article II and any cash paid pursuant to Section 2.1(d) or Section 2.3(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closedclosed with respect to the Shares that were outstanding immediately prior to the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.this
Appears in 1 contract
Samples: Merger Agreement
